GREY CLOAK TECH INC.


CONSULTING SERVICES AGREEMENT


 


This Consulting Services
Agreement (this “Agreement”) is made and entered into on September 25, 2015 (the “Effective Date”)
by and between Grey Cloak Tech Inc., a Nevada corporation (the “Company”) and The Dunn Group, LLC, a Minnesota
limited liability company (the “Consultant”). Each of the Company and the Consultant shall be referred to as
a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the Company is
engaged in the detection of advertising click fraud and clean advertising (CleanStreamAdstm) business;


 


WHEREAS, the Consultant
through its principal, Brian J. Dunn (“Dunn”) has commercial experience in a variety of business segments related
to the business of the Company;


 


WHEREAS, the Company wishes
to engage the consulting services of Consultant; and


 


WHEREAS, Consultant wishes
to provide the Company with consulting services.


 


NOW, THEREFORE, for good
and adequate consideration, the receipt and sufficient of which is hereby acknowledged, the Parties hereto hereby agree as follows:


 


1.CONSULTING SERVICES


 


The
Company hereby authorizes, appoints and engages the Consultant to perform the following services in accordance with the terms and
conditions set forth in this Agreement (the “Consulting
Services”) and the Consultant agrees to provide the Consulting Services through Dunn:


 


A.               
assist the Company is promoting its “Fraudlytic” software and services, including
the Company’s CleanStreamAdstm services;


 


B.                
assist the Company is developing a comprehensive “go to market” strategy for its
“IP Reputation System”;


 


C.                
participate in the acquisition of IP addresses for the IP Reputation System by managing the
overall strategy and sales effort for acquisition of those IP addresses;


 


D.               
provide services consistent with the daily operations of the Company, including but not limited
to the negotiation of contracts with clients; and


 




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E.                
undertake such duties and exercise such powers in relation to the Company and its business
as the Company’s Board of Directors shall from time to time assign.


 


2.TERM OF AGREEMENT


 


A.Term. This Agreement is effective
on the Effective Date and will continue until terminated pursuant to section 2(B) (the “Term”).


 


B.Termination. Either party
may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period
as the parties may agree upon.


 


C.Survival. The rights and obligations
contained in sections 17 and 18 will survive any termination or expiration of this Agreement


 


3.COMPENSATION TO CONSULTANT


 


The Consultant shall be
compensated as set forth in Exhibit A.


 


4.REPRESENTATIONS AND WARRANTIES OF
CONSULTANT


 


Consultant represents and
warrants to and agrees with the Company that:


 


A.This Agreement has been duly authorized,
executed and delivered by Consultant. This Agreement constitutes the valid, legal and binding obligation of Consultant, enforceable
in accordance with its terms, except as rights to indemnity hereunder may be limited by applicable federal or state securities
laws, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditor’s
rights generally.


 


B.The consummation of the transactions
contemplated hereby will not result in any breach of the terms or conditions of, or constitute a default under, any agreement or
other instrument to which Consultant is a party, or violate any order, applicable to Consultant, of any court or federal or state
regulatory body or administrative agency having jurisdiction over Consultant or over any of its property, and will not conflict
with or violate the terms of Consultant’s current employment or any consulting agreements to which Consultant is a party.


 


C.Consultant will disclose to any third
party with which Consultant may have a potential or actual conflict of interest, and will further disclose to any such third party
reasonably requested by the Company, the existence of Consultant’s relationship with the Company pursuant to this Agreement.
Consultant shall provide copies of all such disclosure to the Company.


 




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D.Consultant has the qualifications
and abilities to perform the Consulting Services in a professional manner without the advice or control of the Company.


 


5.REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


 


The Company hereby represents,
warrants, covenants to and agrees with Consultant that this Agreement has been duly authorized, and executed by the Company and
is a binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be
limited by applicable federal or state securities laws, and except in each case as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditor’s rights generally.


 


6.INDEPENDENT CONTRACTOR


 


It is the express intention
of the Parties that Consultant is an independent contractor and not an employee, agent, joint venturer or partner of the Company.
Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee
between the Company and Consultant or any employee or agent of Consultant. Both Parties acknowledge that Consultant is not an employee
for state or federal tax purposes. Consultant shall retain the right to perform services for others during the term of this Agreement.
Consultant shall not be entitled to any of the benefits afforded to the Company’s employees including, without limitation,
workers’ compensation, unemployment insurance, vacation or sick pay. Consultant’s services will be performed with no
direct supervision from the Company; and while the desired result of Consultant’s services will be mutually agreed upon,
the Company will exercise no control or direction as to the means and methods for accomplishing this result.


 


In the performance of Consultant’s
services, the services and the hours Consultant is to work on any given day will be entirely within Consultant’s control.
Consultant will perform its services for the Company in a workmanlike manner and in accordance with applicable industry standards.


 


7.NOTICES


 


Any notice required or
permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by
personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by
facsimile transmission upon acknowledgment of receipt of electronic transmission. Notice shall be sent to the addresses set forth
below or such other address as either party may specify in writing.


 


To the Company:Grey Cloak Tech Inc.


10300 W. Charleston


Las Vegas, NV 89135




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Attn: Fred Covely


Facsimile: (253) 679-9194


 


with a copy to:Clyde Snow & Sessions,
PC


201 S. Main Street, 13th
Floor


Salt Lake City, UT 84111


Attn: Brian A. Lebrecht


Facsimile: (801) 521-6280


 


To the Director:Brian J. Dunn


5 Circle East


Edina, MN 55436


Email: brian@thedunngroup.com


 


8.ASSIGNMENT


 


Except as expressly permitted
by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement
without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.


 


10.CHOICE OF LAW AND VENUE


 


This Agreement and the
rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Nevada including
all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of
laws. Any action brought by any Party hereto shall be brought within the State of Nevada, County of Clark.


 


11.ENTIRE AGREEMENT


 


Except as provided herein,
this Agreement, including exhibits, contains the entire agreement of the Parties, and supersedes all existing negotiations, representations,
or agreements and all other oral, written, or other communications between them concerning the subject matter of this Agreement.
There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Parties hereto
relating to the subject matter of this Agreement that are not fully expressed herein. The terms of this Agreement will govern all
consulting services undertaken by the Consultant for the Company.


 


12.SEVERABILITY


 


Should any provisions of
this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of
the remaining provisions of this Agreement shall not be affected or impaired thereby.




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13.CAPTIONS


 


The captions in this Agreement
are inserted only as a matter of convenience and for reference and shall not be deemed to define, limit, enlarge, or describe the
scope of this Agreement or the relationship of the Parties, and shall not affect this Agreement or the construction of any provisions
herein.


 


14.COUNTERPARTS


 


This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the
same instrument.


 


15.MODIFICATION


 


No change, modification,
addition, or amendment to this Agreement shall be valid unless in writing and signed by all Parties hereto.


 


16.ATTORNEYS FEES


 


Except as otherwise provided
herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing Party shall be
reimbursed by the non-prevailing Party for all reasonable expenses incurred in resolving such dispute, including reasonable
attorneys’ fees.


 


17.NON-COMPETE AND CONFIDENTIALITY


 


A.Consultant shall not, during the
term of this Agreement and for a period of one (1) year thereafter, for any reason, either directly or indirectly: (i) become associated
with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder,
partner, promoter, agent of, consultant for or otherwise, any business which is competitive with the business of the Company or
any of its subsidiaries, provided that Consultant may own equity of certain business entities engaging in similar business as that
of the Company subject to the prior approval by the Board of Directors; (ii) for its own account or for the account of any other
person or entity, interfere with the Company’s relationship with any of its suppliers, material customers, accounts, brokers,
representatives or agents; (iii) call on, solicit, or take away any of Company’s customers or potential customers about whom
Consultant became aware as a result of Consultant’s services to the Company, either for Consultant or for any other person
or entity; or (iv) solicit or take away or attempt to solicit or take away any of Company’s employees or contractors either
for Consultant or for any other person or entity.


 


B.Confidentiality.
Consultant shall maintain in strict confidence all information he has obtained or shall obtain from the Company which the Company
has




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designated as “confidential” or
which is, by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects,
technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission
of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is
independently learned by Consultant outside of this relationship (the “Confidential Information”).


 


3.3 Nondisclosure
and Nonuse Obligations. Consultant will use the Confidential Information solely to perform the Consultant Services for the
benefit of the Company. Consultant will treat all Confidential Information of the Company with the same degree of care as Consultant
treats his own Confidential Information, and Consultant will use his best efforts to protect the Confidential Information. Consultant
will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as may be specifically
permitted in this Agreement. Consultant will immediately give notice to the Company of any unauthorized use or disclosure by or
through him, or of which he becomes aware, of the Confidential Information. Consultant agrees to assist the Company in remedying
any such unauthorized use or disclosure of the Confidential Information.


 


3.4 Return
of the Company Property. All materials furnished to Consultant by the Company, whether delivered to Consultant by the Company
or made by Consultant in the performance of Consultant Services under this Agreement (the “Company Property”),
are the sole and exclusive property of the Company. Consultant agrees to promptly deliver the original and any copies of the Company
Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any
reason, Consultant agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies
of the Company Property. Consultant agrees to certify in writing that Consultant has so returned or destroyed all such the Company
Property.


 


18.WORK FOR HIRE. 


 


Consultant and the Company
expressly agree that the Consulting Services is “work made for hire,” and Consultant expressly waives and relinquishes
any and all authorship, copyright, ownership or other statutory or common law claims to the Consulting Services or any copyrightable
work derived therefrom, or any interest or rights in any such work. Consultant further agrees that, in the event it is subsequently
determined by a court of competent jurisdiction or otherwise that notwithstanding the foregoing language, Consultant retains any
right, title or interest in or to the Consulting Services or any copyrightable work derived therefrom, or any interest or rights
in any such work, Consultant irrevocably agrees to sell, transfer and assign any and all such right, title and interest to the
Company immediately upon the Company’s request for the sum of One Dollar ($1.00).




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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	“Company”	“Consultant”
	 	 
	Grey Cloak Tech Inc.,	The Dunn Group, LLC,
	a Nevada corporation	a Minnesota limited liability company
	 	 
	 	 
	/s/ Fred Covely                                  	/s/ Brian J. Dunn                                  
	By:Fred Covely	Brian J. Dunn, Chief Manager
	Its:President	 
	 	 
	 	 
	 	 
	 	 
	The undersigned principal of Consultant agrees to bound personally by the provisions of Sections 17 and 18 to the same extent as such provisions apply to Consultant.
	 	 
	 	 
	                                                         	 
	Brian J. Dunn	 


 

 

 

 

 

 

 

 

 

 

 

 

 

 


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EXHIBIT A


 


COMPENSATION


 


The Company shall compensation the Consultant
as follows:


 


1.Upon execution of this Agreement,
the Company shall issue to Consultant warrants to purchase one million (1,000,000) shares of the Company’s common stock (the
“Warrants”) in the form attached hereto as Exhibit B.


 


2.During the term of this Agreement
and the six (6) month period following the termination of this Agreement (the “Tail Period”), Consultant shall
receive a ten percent (10%) commission on all (i) “Fraudlytic” software sales, (ii) CleanStreamAdstm services
sales, and (iii) IP Reputation sales, that are a direct a result of Consultant’s efforts.


 


3.During the term of this Agreement
and the Tail Period, in the event Consultant is involved in locating or identifying a third-party company, venture capital firm
or financial institution which enters into a transaction with the Company (on terms acceptable to the Company in its sole and absolute
discretion) as a direct result of Consultant’s efforts, Consultant shall receive a fee equal to three percent (3%) of the
value thereof to the Company.


 


4.During the term of this Agreement
and the Tail Period, in the event a third-party acquires of all or substantially all of the equity interests of the Company, or
all or substantially all of the assets of the Company (on terms acceptable to the Company, its Board of Directors and shareholders,
in their sole and absolute discretion), Consultant shall receive a fee equal to (i) three percent (3%) of the consideration received
by the Company or its shareholders if the aggregate consideration is four hundred million dollars ($400,000,000) or less, or (ii)
four percent (4%) of the consideration received by the Company or its shareholders if the aggregate consideration is exceeds four
hundred million dollars ($400,000,000), in the same form as the consideration received by the Company or its shareholders.